A-1 RACING SPECIALTIES, INC., APPELLANT,
v.
K & S IMPORTS OF BROWARD COUNTY, INC., A FLORIDA CORPORATION, D/B/A K & S IMPORTS, AND MARK KLEIN, INDIVIDUALLY, APPELLEES
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A-1 Racing sued K & S Imports and its president Mark Klein for breach of a payment check that was stopped after A-1 performed under their contract. The trial court dismissed Klein personally, but the appellate court reversed, holding that a corporate officer who signs a check without indicating representative capacity can be personally liable, and parol evidence is admissible to determine whether Klein acted in a personal or corporate capacity.
A corporate officer who signs a check without indicating representative capacity can be held personally liable. Parol evidence is admissible to determine whether the corporate officer was acting in personal or representative capacity, and dismissal on the pleadings was erroneous. A corporate officer may also be liable for torts committed even while acting as the representative of a corporate entity.
[1] A corporate officer who signs a check without indicating representative capacity may be held personally liable.
[2] Parol evidence is admissible to determine whether a corporate officer signed a check in a personal or representative capacity.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“When a corporate officer signs a check without indicating his representative capacity, then he can be held personally liable.”
Establishes the primary legal rule that personal liability attaches when an officer signs without indicating corporate capacity.
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Join FLexlaw to unlock all legal intelligenceA-1 Racing entered into a contract with K & S Imports requiring payment by check. Mark Klein, president of K & S, signed the corporate check but did n…
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POLEN, Judge.
In this case the appellant, A-l Racing, entered into a contract with the appellee, K & S Imports, which required the payment by the appellee in the form of a check. Mr. Mark Klein, president of K & S, signed a corporate check pursuant to the contract, but Mr. Klein did not indicate that he was signing in his corporate capacity. According to the allegations in the second amended complaint, payment was stopped on the check after A-l performed. A-l Racing sued both K & S and Klein individually for payment on the check, adding a count for civil theft as well.
Klein moved to dismiss the action against him personally which the trial court granted. We reverse.
When a corporate officer signs a check without indicating his representative capacity, then he can be held personally liable. § 673.403, Fla.Stat. (1989); Newport Seafood, Inc. v. Neptune Trading Corp., 555 So. 2d 376 (Fla.3d DCA 1989). Parol evidence is admissible to show whether the corporate officer was acting in his personal capacity or as a representative of the corporation, thus it was error for the trial court to dismiss the suit as to Klein personally without allowing the appellant to go forward with discovery of Klein. Oppenheim v. Jules Jergensen Corp., 385 So. 2d 1078 (Fla.4th DCA 1980). Further, as to the count for civil theft, the corporate officer may be liable for torts committed even while acting as the representative of a corporate entity. McElveen v. Peeler, 544 So. 2d 270 (Fla.1st DCA 1989); Kerry’s Bromeliad Nursery v. Reiling, 561 So. 2d 1305 (Fla.3d DCA 1990). Therefore, it was error for the trial court to dismiss Klein from the suit without first resolving the issue of tort liability, possibly at summary judgment proceedings, or later at trial.
Finally, we grant the appellant’s motion to strike a portion of the appellee’s answer brief. The appellee did not file a notice of cross appeal yet there were arguments in the answer brief demanding affirmative relief. The answer brief went well beyond the scope of the appellant’s initial brief. The appellee thereby violated Florida Rules of Appellate Procedure 9.110(g) and 9.210(c).
We reverse and remand with instructions that Mark Klein be rejoined as a party defendant to this action.
HERSEY, C.J., and WALDEN, JAMES H., (Retired) Associate Judge, concur.
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State v. Carswell, 914 So. 2d 9 (Fla. 4th DCA 2005)…bate the apparent partial jury pardon and display of lenience.1 We decline to address Carswell’s affirmative issues pursuant to Florida Rule of Appellate Procedure 9.110(g). See A-1 Racing Specialties, Inc. v. K & S Imports of Broward County, Inc., 576 So. 2d 421, 422 (Fla. 4th DCA 1991). However, we reverse the trial court’s order which granted Carswell’s Motion for Arrest of Judgment and Motion for Judgment of Acquittal without prejudice to any motion for a claim of ineffective assistance of appellate coun…
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Rohatynsky v. Theo Kalogiannis, 763 So. 2d 1270 (Fla. 4th DCA 2000)…the original note which it admittedly signed. In any event, it is not apparent from the complaint or attached exhibits that Marco Polo was entitled to judgment as a matter of law. See A-1 Racing Specialties, Inc. v. K & S Imports of Broward County, 576 So. 2d 421 (Fla. 4th DCA 1991); Fedders Distrib. Corp. v. Big Four Inv. Corp., 379 So. 2d 706 (Fla. 3d DCA 1980)(trial court’s dismissal of corporate defendant was premature where the defendants were jointly and severally liable on a contract and the corporate…
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The Wiccan Religious Coop. OF Fla., Inc. v. Zingale, 898 So. 2d 134 (Fla. 1st DCA 2005)…ns are mandatory and failure of a party to comply therewith constitutes a waiver of the right to attack the validity of the order [or any part thereof] being reviewed on appeal.”); A-1 Racing Specialties, Inc. v. K & S Imps. of Broward County, Inc., 576 So. 2d 421, 422 (Fla. 4th DCA 1991) (“The appellee did not file a notice of cross appeal yet there were arguments in the answer brief demanding affirmative relief.... The appellee thereby violated Florida Rules of Appellate Procedure 9.110(g) and 9.210(c).”).…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- McELVEEN v. Peeler, 544 So. 2d 270 (Fla. 1st DCA 1989)
- Kerry's Bromeliad Nursery, Inc. v. Reiling, 561 So. 2d 1305 (Fla. 3d DCA 1990)
- Newport Seafood, Inc. v. Neptune Trading Corp., 555 So. 2d 376 (Fla. 3d DCA 1989)
- Oppenheim v. Jules Jergensen Corp., 385 So. 2d 1078 (Fla. 4th DCA 1980)